SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM T-3/A
(Amendment No. 1)
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
DYNEX CAPITAL, INC.
(NAME OF APPLICANT)
4551 COX ROAD, SUITE 300
GLEN ALLEN, VIRGINIA 23060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
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Securities to be Issued Under the Indenture to be Qualified
Title of Class Amount
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9.50% Senior Notes Due 2005 Up to a maximum aggregate principal
amount of $32,079,025
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Approximate date of proposed public offering: As soon as practicable after the
date of this Application for Qualification.
Name and address of agent for service:
Stephen J. Benedetti, Chief Financial Officer
DYNEX CAPITAL, INC.
4551 Cox Road, Suite 300
Glen Allen, Virginia 23060
(804) 217-5800
COPY TO:
Elizabeth R. Hughes, Esquire
VENABLE, BAETJER & HOWARD, LLP
8010 Towers Crescent Drive, Suite 300
Vienna, Virginia 22182
(703) 760-1600
Explanatory note
This Amendment No. 1 to Application for Qualification of Indenture on
Form T-3, which amends the Application for Qualification of Indenture on Form
T-3 filed by Dynex Capital, Inc., a Virginia corporation, on January 9, 2003, is
being filed solely for the purposes of (1) amending the cover page set forth
above, (2) filing the execution copy of the Indenture, which is attached as an
exhibit hereto, and (3) amending the list of exhibits to this Application for
Qualification of Indenture on Form T-3 set forth below.
Contents of Application for Qualification. This amendment to the application
for qualification comprises:
(a) Pages numbered 1 to 4, consecutively;
(b) The statement of eligibility and qualification of Wachovia Bank, N.A., as
trustee, on Form T-1 (previously filed) under the indenture to be
qualified; and
(c) The following attached as exhibits in addition to those filed as part of
the Form T-1 statement of eligibility and qualification of the trustee:
Exhibit T3A
(i) Articles of Incorporation of the Registrant, as amended,
effective as of February 4, 1988. (Incorporated herein by
reference to the Company's Amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-10783) filed March 21, 1997.);
(ii) Amendment to the Articles of Incorporation, effective December
29, 1989 (Incorporated herein by reference to the Company's
Amendment No. 1 to the Registration Statement on Form S-3 (No.
333-10783) filed March 21, 1997.);
(iii) Amendment to Articles of Incorporation, effective June 27,
1995 (Incorporated herein by reference to the Company's
Current Report on Form 8-K (File No. 1-9819), dated June 26,
1995.);
(iv) Amendment to Articles of Incorporation, effective October 23,
1995, (Incorporated herein by reference to the Company's
Current Report on Form 8-K (File No. 1-9819), dated October
19, 1995.);
(v) Amendment to the Articles of Incorporation, effective October
9, 1996, (Incorporated herein by reference to the Registrant's
Current Report on Form 8-K, filed October 15, 1996.);
(vi) Amendment to the Articles of Incorporation, effective October
10, 1996, (Incorporated herein by reference to the
Registrant's Current Report on Form 8-K, filed October 15,
1996.);
(vii) Amendment to the Articles of Incorporation, effective October
19, 1992. (Incorporated herein by reference to the Company's
Amendment No. 1 to the Registration Statement on Form S-3 (No.
333-10783) filed March 21, 1997.);
(viii) Amendment to the Articles of Incorporation, effective August
17, 1992. (Incorporated herein by reference to the Company's
Amendment No. 1 to the Registration Statement on Form S-3 (No.
333-10783) filed March 21, 1997.);
(ix) Amendment to Articles of Incorporation, effective April 25,
1997. (Incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1997.);
(x) Amendment to Articles of Incorporation, effective May 5, 1997.
(Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997.)
(xi) Amendment to Articles of Incorporation, effective May 19, 1998
(previously filed).
(xii) Amendment to Articles of Incorporation, effective August 2, 1999
(previously filed).
Exhibit T3B Amended Bylaws of the Company (Incorporated by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992, as amended.)
Exhibit T3C Execution copy of Indenture between the Company and Wachovia Bank,
N.A., as Trustee (filed herewith).
Exhibit T3D Not applicable.
Exhibit T3E
(i) Offering Circular, dated January 8, 2002 (filed as an exhibit
to the Company's Schedule TO, filed with the Securities and
Exchange Commission on January 8, 2003, as amended, and
incorporated by reference herein).
(ii) Series A Preferred Stock Letter of Transmittal (filed as an
exhibit to the Company's Schedule TO, filed with the
Securities and Exchange Commission on January 8, 2003, as
amended, and incorporated by reference herein).
(iii) Series B Preferred Stock Letter of Transmittal (filed as an
exhibit to the Company's Schedule TO, filed with the
Securities and Exchange Commission on January 8, 2003, as
amended, and incorporated by reference herein).
(iv) Series C Preferred Stock Letter of Transmittal (filed as an
exhibit to the Company's Schedule TO, filed with the
Securities and Exchange Commission on January 8, 2003, as
amended, and incorporated by reference herein).
(v) Notice of Guaranteed Delivery (filed as an exhibit to the
Company's Schedule TO, filed with the Securities and Exchange
Commission on January 8, 2003, as amended, and incorporated by
reference herein).
(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated January 8, 2003 (filed as an exhibit
to the Company's Schedule TO, filed with the Securities and
Exchange Commission on January 8, 2003, as amended, and
incorporated by reference herein).
(vii) Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees dated January 8, 2003
(filed as an exhibit to the Company's Schedule TO, filed with
the Securities and Exchange Commission on January 8, 2003, as
amended, and incorporated by reference herein).
Exhibit T3F Cross Reference Sheet showing the location in the
Indenture of the provisions inserted therein pursuant to
Sections 310 through 318(a), inclusive, of the Act (included
in Exhibit T3C hereof).
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, Dynex
Capital, Inc., a corporation organized and existing under the laws of Virginia,
has duly caused this application to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the city of Richmond and State of Virginia, on the 27th day of February,
2003.
(SEAL) DYNEX CAPITAL, INC.
By: /s/ Stephen J. Benedetti
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Stephen J. Benedetti
Executive Vice President and
Chief Financial Officer and
Attest:
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By: /s/ Kathleen A. Fern
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(Name)
Assistant Secretary
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(Title)